Common use of Offering Size Clause in Contracts

Offering Size. The Issuers have increased the aggregate principal amount of the Notes offering from $1.75 billion to $2.2 billion. References in the Preliminary Offering Memorandum to the $1.75 billion aggregate principal amount of notes are hereby amended to reference the issuance of $2.2 billion aggregate principal amount of notes. Similar and corresponding changes will be made wherever applicable to the Preliminary Offering Memorandum, including as discussed below. The last paragraph under the row marked “Ranking” starting on page 7 of the Preliminary Offering Memorandum and each other location where similar language and such amounts may appear in the Preliminary Offering Memorandum is replaced in its entirety with the following “As of September 30, 2017, after giving effect to the offering of the notes, the 7-Eleven Transaction and the use of proceeds therefrom as described under “Use of Proceeds,” we would have had approximately $2.5 billion of debt outstanding, including $119 million of secured indebtedness under our Revolving Credit Facility (excluding approximately $9.0 million of letters of credit outstanding thereunder), and we would have had approximately $1.4 billion of remaining borrowing capacity under our Credit Agreement.” The second sentence under the row marked “Use of Proceeds” on page 9 is amended to read as follows: “We intend to use the net proceeds from this offering to redeem in full all outstanding Existing Senior Notes. The proceeds from the 7-Eleven Transaction will be used to (i) repay in full and terminate the Existing Term Loan, (ii) repay a portion of the outstanding borrowings under the Revolving Credit Facility, (iii) pay all closing costs and taxes in connection with the 7-Eleven Transaction, (iv) redeem all of our outstanding Series A Preferred Units, and (v) fund the repurchase of a portion of our outstanding common units.” The last paragraph under the row marked “Use of Proceeds” on page 9 is deleted in its entirety.

Offering Size. The Issuers have increased the offering of the notes from $300 million aggregate principal amount of the Notes offering from $1.75 billion to $2.2 billion. References in the Preliminary Offering Memorandum to the $1.75 billion 500 million aggregate principal amount of notes are hereby amended to reference the issuance of $2.2 billion aggregate principal amount of notesamount. Similar and corresponding Corresponding changes will be made wherever applicable to the Preliminary Offering Memorandum, including as discussed below. The last paragraph following disclosure under the row marked “Ranking” starting on page 7 of the Preliminary Offering Memorandum and each other location where similar language and such amounts may appear in the Preliminary Offering Memorandum is replaced in its entirety with the following “As of September 30, 2017, after giving effect to the offering of the notes, the 7-Eleven Transaction and the use of proceeds therefrom as described under “Use of Proceeds,” we would have had approximately $2.5 billion of debt outstanding, including $119 million of secured indebtedness under our Revolving Credit Facility (excluding approximately $9.0 million of letters of credit outstanding thereunder), and we would have had approximately $1.4 billion of remaining borrowing capacity under our Credit Agreement.” The second sentence under the row marked “Use of Proceeds” on page 9 51 and each other location where it appears in the Preliminary Memorandum is amended to read as follows: “We estimate that our net proceeds from the sale of the notes in this offering will be approximately $489 million, after deducting estimated expenses and the initial purchasers’ discount. We intend to use $160 million of the net proceeds from this offering to redeem in full repay all outstanding Existing Senior Notes. The proceeds from the 7-Eleven Transaction will be used to (i) repay in full and terminate the Existing Term Loan, (ii) repay a portion of the outstanding borrowings under our second lien term loan facility. We intend to use the Revolving Credit Facility, (iii) remaining net proceeds from this offering to pay all closing costs down borrowings under our senior secured revolving credit facility and taxes in connection with the 7-Eleven Transaction, (iv) redeem all of our outstanding Series A Preferred Units, to pay related fees and (v) fund the repurchase of a portion of our outstanding common units.” expenses. The last paragraph following disclosure under the row marked “Use of ProceedsCapitalization” on page 9 52 and each other location where it appears in the Preliminary Memorandum is deleted amended to read as follows: In the As Adjusted column of the Capitalization table on page 52 of the Preliminary Memorandum, Senior secured revolving credit facility is $169,000, Second lien term loan facility is $-0-, 6.75% Senior Notes due 2022 is $500,000, Total long-term debt is $669,000 and Total capitalization is $1,289,137 (all amounts in thousands). The following disclosure under “Capitalization” on page 52 is included in footnote (2) and each other location where it appears in the Preliminary Memorandum to read as follows: After giving effect to this offering, our borrowing base will automatically decrease by $25 million to $550 million. As of December 31, 2013, after giving effect to this offering and the application of the net proceeds therefrom, we would have had approximately $381 million of available borrowing capacity under our senior secured revolving credit facility. This communication is intended for the sole use of the person to whom it is provided by the sender. These securities have not been registered under the Securities Act of 1933, as amended, and may only be sold to (1) “qualified institutional buyers” as defined in Rule 144A under the Securities Act and (2) outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act. The information in this term sheet supplements the Preliminary Memorandum and supercedes the information in the Preliminary Memorandum to the extent inconsistent with the information in the Preliminary Memorandum. This term sheet is qualified in its entirety.entirety by reference to the Preliminary Memorandum. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Memorandum. A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM. Xxxxx Energy Holdings, LLC Xxxxx Energy Finance Corp. Nosley Assets, LLC Xxxxx Energy, LLC

Offering Size. The Issuers have Ultra Petroleum Corp. has increased the offering of the Notes from $400 million aggregate principal amount of the Notes offering from $1.75 billion to $2.2 billion. References in the Preliminary Offering Memorandum to the $1.75 billion 450 million aggregate principal amount of notes are hereby amended to reference the issuance of $2.2 billion aggregate principal amount of notesamount. Similar and corresponding Corresponding changes will be made wherever applicable to the Preliminary Offering Memorandum, including as discussed below. The last paragraph following disclosure under the row marked “Ranking” starting on page 7 of the Preliminary Offering Memorandum and each other location where similar language and such amounts may appear in the Preliminary Offering Memorandum is replaced in its entirety with the following “As of September 30, 2017, after giving effect to the offering of the notes, the 7-Eleven Transaction and the use of proceeds therefrom as described under “Use of Proceeds,” we would have had approximately $2.5 billion of debt outstanding, including $119 million of secured indebtedness under our Revolving Credit Facility (excluding approximately $9.0 million of letters of credit outstanding thereunder), and we would have had approximately $1.4 billion of remaining borrowing capacity under our Credit Agreement.” The second sentence under the row marked “Use of Proceeds” on page 9 34 and each other location where it appears in the Preliminary Offering Memorandum is amended to read as follows: “We estimate that the net proceeds from the offering of the Notes will be approximately $441.1 million after deducting the estimated transaction fees and expenses. We intend to use the net proceeds from this offering offering, together with borrowings of approximately $208.9 under our revolving credit facility, to redeem fund the purchase price of our Uinta Basin acquisition, which we expect will close immediately following the issuance of the Notes offered hereby. Closing of the Notes offered hereby will be subject to satisfaction of all conditions to the closing of the pending Uinta Basin acquisition except for payment of the purchase price and delivery of customary closing certificates. In the event the Uinta Basin acquisition does not close, we intend to use the net proceeds to invest in full all outstanding Existing Senior Notesour capital expenditure programs and other general corporate purposes. The proceeds from following numbers in the 7-Eleven Transaction will be used As adjusted column under “Capitalization” on page 34 and each other location where they appear in the Preliminary Offering Memorandum are amended to (i) repay read as follows: Revolving Credit Facility $ 508,900 Notes offered hereby $ 450,000 Total debt $ 2,518,900 Total capitalization $ 2,146,592 The following amounts in full and terminate the Existing Term Loan, (ii) repay Preliminary Offering Memorandum describing the pro forma effect of this offering on outstanding indebtedness are amended as follows in each location where they appear in the Preliminary Offering Memorandum: Available borrowing capacity under our revolving credit facility $ 491,100,000 Indebtedness under our revolving credit facility $ 508,900,000 Borrowings under our revolving credit facility to fund a portion of the outstanding borrowings under the Revolving Credit FacilityUinta Basin acquisition $ 208,900,000 *A securities rating is not a recommendation to buy, (iii) pay all closing costs sell or hold securities and taxes in connection with the 7-Eleven Transaction, (iv) redeem all may be subject to revision or withdrawal at any time. Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of our outstanding Series A Preferred Units, and (v) fund the repurchase of a portion of our outstanding common unitsthis communication being sent by Bloomberg or another email system.” The last paragraph under the row marked “Use of Proceeds” on page 9 is deleted in its entirety.

Offering Size. The Issuers have Issuer has increased the offering of the Notes from $325 million aggregate principal amount of (or $375 million if the over-allotment option to purchase additional Notes offering from $1.75 billion is exercised in full) to $2.2 billion. References in the Preliminary Offering Memorandum to the $1.75 billion 350 million aggregate principal amount of notes are hereby amended (or $400 million if the over-allotment option to reference the issuance of $2.2 billion aggregate principal amount of notespurchase additional Notes is exercised in full). Similar and corresponding Corresponding changes will be made wherever applicable to in the Preliminary Offering Memorandum, including as discussed below. The last paragraph In particular, at December 31, 2012, on an as adjusted basis after giving effect to this offering, we would have had, on a consolidated basis, approximately $1,578.7 million of outstanding liabilities (or $1,628.9 million if the initial purchaser exercises its over-allotment option in full) (which amounts, with respect to the notes offered hereby and our $300.0 million 2.50% Convertible Notes, reflect the face amount of such notes). In addition, we would have had, on a consolidated basis, up to $100.0 million available under the row marked revolving financing facility of Variable Funding Notes. Substantially all of our liabilities (other than the 2.50% Convertible Notes and the notes offered hereby) are obligations of our subsidiaries, including the Senior Secured Notes, the Variable Funding Notes and the Ecko Note. The notes will be structurally subordinated to all such existing and future indebtedness and other liabilities of our subsidiaries. The “RankingCapitalization” starting section on page 7 pages 37-38 of the Preliminary Offering Memorandum and each other location where similar language and such amounts may appear in the Preliminary Offering Memorandum is hereby replaced in its entirety with the “Capitalization” section set forth below: The following “As table sets forth our consolidated cash and cash equivalents and capitalization as of September 30December 31, 2017, after giving effect 2012: • on an actual basis; and • on an as adjusted basis to reflect the issuance and sale of notes and the application of the net proceeds therefrom to pay the $23.1 million net cost of the convertible note hedge transaction and warrant transaction and to repurchase approximately 2.96 million shares of our common stock concurrently with this offering in privately negotiated transactions effected through Barclays Capital Inc. for an aggregate purchase price of approximately $69.0 million (the price per share of the common stock repurchased in such transactions is equal to the offering last reported sale price of our common stock on the notesNASDAQ Global Market on March 12, the 7-Eleven Transaction and the use 2013, which equals $23.29 per share of proceeds therefrom as described under “Use of Proceeds,” we would have had approximately $2.5 billion of debt outstanding, including $119 million of secured indebtedness under our Revolving Credit Facility (excluding approximately $9.0 million of letters of credit outstanding thereundercommon stock), and we would have had approximately $1.4 billion of remaining borrowing capacity under our Credit Agreement.” The second sentence under the row marked . This table should be read in conjunction with “Use of Proceeds” on page 9 is amended to read as follows: “We intend to use and our consolidated financial statements and the net proceeds from related notes and other financial information incorporated by reference in this offering to redeem memorandum. Cash and cash equivalents, including $16,362 of restricted cash (on an actual basis and as adjusted basis) $ 255,034 $ 504,903 (1) Long-term debt, including current maturities: Senior Secured Notes (2) $ 600,000 $ 600,000 Variable Funding Notes (2) — 2.50% Convertible Notes (3) 300,000 300,000 Less: Unamortized debt discount of 2.50% Convertible Notes under ASC 470-20 (3) (45,282 ) (45,282 ) Ecko Note (4) 57,000 57,000 1.50% Convertible Notes offered hereby (5) — 350,000 Less: Unamortized debt discount of 1.50% Convertible Notes offered hereby under ASC 470-20 (5) — (77,984 ) Total long-term debt $ 911,718 $ 1,183,734 Stockholders’ equity: Common stock, $.001 par value, 150,000 shares authorized and 76,549 shares issued (on an actual basis and as adjusted basis)(6) 77 77 Additional paid-in full all outstanding Existing Senior Notes. The proceeds from the 7capital (5)(7) 815,935 862,284 Retained earnings 529,829 529,829 Accumulated other comprehensive loss — — Less: Treasury stock – 9,941 on an actual basis and 12,905 shares on an adjusted basis, at cost (159,690 ) (228,722 ) Total Iconix stockholders’ equity $ 1,186,151 $ 1,163,468 Non-Eleven Transaction will be used to (i) repay in full and terminate the Existing Term Loan, (ii) repay a portion of the outstanding borrowings under the Revolving Credit Facility, (iii) pay all closing costs and taxes in connection with the 7-Eleven Transaction, (iv) redeem all of our outstanding Series A Preferred Units, and (v) fund the repurchase of a portion of our outstanding common units.” The last paragraph under the row marked “Use of Proceeds” on page 9 is deleted in its entirety.controlling interest $ 113,689 $ 113,689 Total stockholders’ equity $ 1,299,840 $ 1,277,157 Total capitalization $ 2,211,558 $ 2,460,891